Supreme Court of the United States

Name: Slack Technologies v. Pirani
Author: Supreme Court of the United States

Slack Technologies v. Pirani (2023)

Summary

“Slack Technologies v. Pirani”, published in 2023, is a work by Supreme Court of the United States. It explores elements such as registration, Slack and registration statement.

Quotes from Slack Technologies v. Pirani (Supreme Court of the United States)

Supreme Court of the United States, Slack Technologies v. Pirani (2023)

“ Naturally, Congress remains free to revise the securities laws at any time, whether to address the rise of direct listings or any other development. Our only function lies in discerning and applying the law as we find it. And because we think the better reading of the particular provision before us requires a plaintiff to plead and prove that he purchased shares traceable to the allegedly defective registration statement, we vacate the Ninth Circuit’s judgment holding otherwise. ”

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Source: Wikisource

Supreme Court of the United States, Slack Technologies v. Pirani (2023)

“ The statute directs us to “such part” of the registration statement that contains a misstatement or misleading omission. It speaks of “such acquisition” when a person has acquired securities pursuant to the registration statement. And it points to “such untruth or omission” found in the registration statement. Each time, the law trains our view on particular things or statements. All of which suggests that, when it comes to “such security,” the law speaks to a security registered under the particular registration statement alleged to contain a falsehood or misleading omission. ”

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Source: Wikisource

Supreme Court of the United States, Slack Technologies v. Pirani (2023)

“ For many years, lower federal courts have held that liability under §11 of the Securities Act of 1933 attaches only when a buyer can trace the shares he has purchased to a false or misleading registration statement. Recently, the Ninth Circuit parted ways with these decisions, holding that a plaintiff may sometimes recover under §11 even when the shares he owns are not traceable to a defective registration statement. The question we face is which of these approaches best conforms to the statute’s terms. ”

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Source: Wikisource

Supreme Court of the United States, Slack Technologies v. Pirani (2023)

“ Typically, when a company goes public it issues new shares pursuant to a registration statement. That registration statement is filed with the SEC and made available to the public. Investment banks underwrite the offering, usually by buying these new registered shares at a negotiated price and then selling them to investors at a higher price. In this way, underwriters often carry the risk of loss should they fail to sell the shares at a profit. ”

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Source: Wikisource

Supreme Court of the United States, Slack Technologies v. Pirani (2023)

“ Nor is raising capital the only reason firms might wish to go public; some may simply wish to afford their shareholders (whether investors, employees, or others) the convenience of being able to sell their existing shares on a public exchange. ”

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Source: Wikisource

Supreme Court of the United States, Slack Technologies v. Pirani (2023)

“ Slack is a technology company that offers a platform for instant messaging. It conducted a direct listing on the NYSE in 2019. Pirani v. Slack Technologies, Inc., 13 F. 4th 940, 944, 947 (CA9 2021) . As part of that process, Slack filed a registration statement for a specified number of registered shares it intended to offer in its direct listing. Pirani v. Slack Technologies, Inc., 445 F. Supp. 3d 367, 373 (ND Cal. 2020) . But because Slack employed a direct listing rather than an IPO, there was no underwriter and no lockup agreement. ”

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Source: Wikisource

Supreme Court of the United States, Slack Technologies v. Pirani (2023)

“ Section 11 (e) caps damages against an underwriter in a §11 suit to the “total price at which the securities underwritten by him and distributed to the public were offered to the public.” §77k (e) . This provision thus ties the maximum available recovery to the value of the registered shares alone. It’s another feature that makes little sense on Mr. Pirani’s account, for if §11 (a) liability extended beyond registered shares presumably available damages would too. ”

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Source: Wikisource

Supreme Court of the United States, Slack Technologies v. Pirani (2023)

“ Venture Capital, Buyouts, Restructurings and Reorganizations §14.8, p. 333 (2d ed. 1995) .
Initial public offerings (IPOs) are an effective way of raising capital, but they also have drawbacks. Among other things, they can involve significant transaction costs. ”

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Source: Wikisource

Supreme Court of the United States, Slack Technologies v. Pirani (2023)

“ As part of that process, a company must prepare a registration statement that includes detailed information about the firm’s business and financial health so prospective buyers may fairly assess whether to invest. See, e.g., §§77f, 77g, 77aa. The law imposes strict liability on issuing companies when their registration statements contain material misstatements or misleading omissions. ”

Supreme Court of the United States

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